Constitution for a Company Limited by Guarantee (Not for Profit)

A Constitution is an essential and crucial document that regulates your company's activities and the relationship between members and directors. This Constitution is specifically tailored for a not-for-profit company limited by guarantee, and contains clauses that meets legal requirements for such companies.

calendar_month

Last updated April 29, 2025

flag

Suitable for Australia

Constitution for a Company Limited by Guarantee (Not for Profit)

Create & Customise Legal Templates Online

legal documents graphic

What is a constitution for a company limited by guarantee (not for profit)?

A constitution is a legal document that sets out the rules for governing a not-for-profit company limited by guarantee, including how it operates and the roles of its members and directors.
legal documents graphic

When should you use a constitution for a company limited by guarantee (not for profit)?

Use this constitution if you are setting up or running a not-for-profit company limited by guarantee and want tailored governance rules instead of relying on the default replaceable rules in the Corporations Act.
legal documents graphic

What should be in a constitution for a company limited by guarantee (not for profit)?

It should include the company’s structure, meeting rules, member and director rights and duties, voting procedures, and provisions that ensure compliance with not-for-profit legal requirements.
docs

Create unlimited legal documents and eSignatures for only $39/month.

Upgrade to a Lawpath legal plan to boost your new business.

View plans & pricing

How to create a legal document

  • check_circle

    Access the Document Library

  • check_circle

    Select the template that matches your needs

  • check_circle

    Customise by adding or removing clauses with assistance from Lawpath AI

  • check_circle

    Personalise with your headers, footers, logos, or additional text

  • check_circle

    Store all documents securely in your account for easy access

Start creating your first document

Frequently asked questions

How does this constitution protect the interests of members and directors?

keyboard_arrow_up

What are the main limitations of using this constitution?

keyboard_arrow_up

Can this constitution be customised to suit our organisation’s needs?

keyboard_arrow_up

What legal requirements does this constitution help meet?

keyboard_arrow_up

What steps are required to adopt or amend this constitution?

keyboard_arrow_up

How does this document interact with replaceable rules?

keyboard_arrow_up

Is this constitution suitable for all Australian states and territories?

keyboard_arrow_up

View Sample Constitution for a Company Limited by Guarantee (Not for Profit)

Constitution for a Company Limited by Guarantee (Not for Profit)
risk level indicator at Medium level

The Legal Risk Score of a Constitution for a Company Limited by Guarantee (Not for Profit) Template is Medium

Our legal team have marked this document as medium risk considering:

  • Directors may face situations where their personal interests could conflict with the interests of the company, which could affect decision-making and governance.
  • The process for admitting or removing members is strictly regulated, which could limit the company's ability to quickly adapt to new opportunities or challenges by altering its membership.
  • The document sets specific protocols for directorial actions and decisions, which might restrict the directors' ability to swiftly respond to unforeseen circumstances or innovative opportunities.

Meet Our Users

Articles about Constitution for a Company Limited by Guarantee (Not for Profit)

NFPs: Choosing the Right Structure
By Tony Zhen|Dec 4, 2025

NFPs: Choosing the Right Structure

Discover what legal structure are available for your not-for-profit project!

What is a Company Limited by Guarantee in Australia
By Ilyas Omari|Jun 2, 2025

What is a Company Limited by Guarantee in Australia

What is a company limited by guarantee? Read this article to learn what they are and how these companies are used.

Limited By Shares vs Limited by Guarantee: The Differences?
By Ilyas Omari|May 23, 2024

Limited By Shares vs Limited by Guarantee: The Differences?

Companies can either be limited by shares or guarantee. Read this article to find out the difference between them.

Companies Limited by Guarantee: Can They Pay Dividends?
By Alex Cheng|Sep 7, 2020

Companies Limited by Guarantee: Can They Pay Dividends?

Companies limited by guarantee are a common type of company. Find out if you can still pay dividends in this article.

5 Key Things to Include in Your Company Constitution
By Eamon Fraser-Crooks|Nov 21, 2025

5 Key Things to Include in Your Company Constitution

A company constitution governs how a company is managed. Read this article to learn what things you should consider when writing your company's constitution

Company Constitution or Replaceable Rules: The Differences
By Ilyas Omari|May 23, 2024

Company Constitution or Replaceable Rules: The Differences

A company's internal affairs can be managed under both a company constitution and replaceable rules. Learn which is better here.

Ordinary vs Special Resolution: Key Differences
By Vincent Appleton|Nov 28, 2025

Ordinary vs Special Resolution: Key Differences

Are you looking to pass a company resolution? Do you know the difference between an ordinary and special resolution? Read on to find out more.

Company Constitution vs Shareholders Agreement
By Shrishti Shah|Dec 1, 2025

Company Constitution vs Shareholders Agreement

A company constitution and shareholders agreement are both crucial documents when starting your company. Find out how they're different in this article.

13 Lawpath Documents Provided Upon Company Registration
By Dominic Woolrych|Oct 1, 2024

13 Lawpath Documents Provided Upon Company Registration

Find out in this guide the 13 documents that you will receive upon company registration with Lawpath, and what each of them do.

Looking for more documents?

Non-Disclosure Agreement (Mutual)

A Non-Disclosure Agreement (Mutual) allows you and another party to share confidential information while legally forbidding either party from disclosing that information to any other person or entity.

Get document

Non-Disclosure Agreement (One Way)

A Non-Disclosure Agreement (One Way) allows you and another party to share confidential information while legally forbidding the other party from disclosing that information to any other person or entity.

Get document

Shareholders Agreement

A Shareholders Agreement allows you to clarify the relationship between shareholders of your company.

Get document

Memorandum of Understanding (MOU)

A Memorandum of Understanding is a non-legally binding precursor document that allows you to record proposed terms with another party during the negotiation stage.

Get document

Confidentiality Agreement (Mutual)

This Confidentiality Agreement (Mutual) allows you and another party to share confidential information while legally forbidding the other party from disclosing that information to any other person or entity.

Get document

Partnership Agreement (General)

A Partnership Agreement (General) governs the relationship between all the partners involved in your business.

Get document

Commercial Lease Agreement (Non-Retail) (NSW)

A Commercial Lease Agreement (Non-Retail) is a legal document that can be used when a commercial property is being leased out in NSW.

Get document

Constitution (Proprietary Company)

A Constitution (Proprietary Company) is an essential and crucial document that regulates your company's activities and the relationship between your company's directors and shareholders.

Get document
Browse all legal documents